Sendgrid, Inc. Is Offering 7,700,000 Shares of Its Common Stock

PROSPECTUS (Subject to Completion) Issued November 2, 2017 7,700,000 Shares 14AUG201715251594 COMMON STOCK SendGrid, Inc. is offering 7,700,000 shares of its common stock. This is our initial public offering and no statement filed with the Securities and Exchange Commission in any jurisdiction where the offer or sale is not permitted. public market currently exists for our shares. We anticipate that the initial public offering price will be between $13.50 and $15.50 per share. Our common stock has been approved for listing on the New York Stock Exchange under the symbol ‘‘SEND.’’ We are an ‘‘emerging growth company’’ as defined under the federal securities laws. Investing in our common stock involves risks. See ‘‘Risk Factors’’ beginning on page 15. PRICE $ A SHARE Underwriting Price to Discounts and Proceeds to Public Commissions(1) SendGrid Per Share .......................... $$$ Total .............................. $$$ (1) See ‘‘Underwriters’’ for a description of the compensation payable to the underwriters. We have granted the underwriters the right to purchase up to an additional 1,155,000 shares of common stock to cover over-allotments. The Securities and Exchange Commission and any state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Certain of our existing stockholders associated with Bessemer Venture Partners, which is an affiliate of a member of our board of directors, have indicated an interest in purchasing shares of common stock with an aggregate price of up to $10.0 million in this offering. Because these indications of interest are not binding agreements or commitments to purchase, the underwriters may elect to sell fewer or no shares in this offering to such stockholders, or these stockholders may elect to purchase fewer or no shares in this offering. The underwriters will receive the same discount from shares of our common stock purchased by such stockholders as they will from other shares of our common stock sold to the public in this offering. The underwriters expect to deliver the shares to purchasers on , 2017. Morgan Stanley J.P. Morgan William Blair KeyBanc Capital Markets Piper Jaffray Stifel is effective. This prospectus not an offer to sell these securities and we are soliciting offers buy The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration The information in this prospectus is not complete and may be changed. We , 2017 1NOV201716440147 27SEP201722403034 TABLE OF CONTENTS Page Page Prospectus Summary ................ 1 Executive Compensation ............. 121 Risk Factors ...................... 15 Certain Relationships and Related Party Special Note Regarding Forward-Looking Transactions ..................... 133 Statements ..................... 48 Principal Stockholders ............... 137 Market and Industry Data ............ 50 Description of Capital Stock .......... 141 Use of Proceeds ................... 51 Shares Eligible for Future Sale ......... 146 Dividend Policy .................... 52 Material U.S. Federal Income Tax Capitalization ..................... 53 Considerations for Certain Non-U.S. Dilution ......................... 56 Holders ........................ 148 Selected Consolidated Financial Data .... 59 Underwriters ...................... 152 Management’s Discussion and Analysis of Legal Matters ..................... 160 Financial Condition and Results of Experts .......................... 160 Operations ..................... 63 Where You Can Find Additional Letter from Our CEO ............... 90 Information ..................... 160 Business ......................... 94 Index to Financial Statements ......... F-1 Management ...................... 113 Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations, and prospects may have changed since that date. Until , 2017 (25 days after the commencement of this offering), all dealers that buy, sell, or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States. i PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our common stock. You should carefully consider, among other things, our consolidated financial statements and related notes and the sections titled ‘‘Risk Factors’’ and ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ included elsewhere in this prospectus. Unless the content otherwise requires, the terms ‘‘SendGrid,’’ ‘‘company,’’ ‘‘our,’’ ‘‘us,’’ and ‘‘we’’ in this prospectus refer to SendGrid, Inc. and where appropriate our consolidated subsidiaries. SENDGRID, INC. Overview We are a leading digital communication platform, enabling businesses to engage with their customers via email reliably, effectively and at scale. Our cloud-based platform allows for frictionless adoption and immediate value creation for businesses, providing their developers and marketers with the tools to seamlessly and effectively reach their customers using email. Since our inception we have processed more than one trillion emails. Increasingly, today’s transactions are digital. They happen online and are often automatic and recurring. Consumers want a seamless experience and have come to expect that their online activity will be recorded in their email inbox. Email serves as the system of record for a consumer’s digital life, delivering purchase receipts, shipping notifications, account information, social media updates, reservations and website login data. Email is the primary communication channel in the digital world, with an estimated 125 billion commercial emails sent every day, according to a 2017 Radicati Group report. Email is also a trusted marketing tool for businesses. An email-based promotion can reach the right user at the right time, with a high degree of certainty that the user will see it. According to The Inbox Report 2017, in 2016 nearly 80% of Americans checked their email daily. According to a 2015 Direct Marketing Association report, email demonstrated the highest return on investment among all forms of digital communication, generating $38 in revenue for every $1 invested. While email offers a compelling value proposition for businesses, effective email delivery at scale is complex and difficult. Inbox service providers, including Google Gmail, Microsoft Outlook and Yahoo! Mail, evaluate incoming email and block the delivery of harmful or unwanted email. However, these filters can also prevent the delivery of wanted email. According to a 2017 Return Path report, only 80% of wanted email reached its intended recipient. To manage email delivery on their own, businesses must understand the complexities associated with both sending millions or billions of transactional and marketing emails and the unique dynamics of numerous inbox service providers. Dedicated servers and databases, domain expertise, continuous monitoring of email protocols, and a team of people are all necessary to maintain a robust internally-developed email communications system. The use of developer resources in this effort can reduce businesses’ investment in product innovation and other priorities. Without an effective, easy to use system, marketers seeking to reach customers via email can also expend significant time and resources without accomplishing their marketing goals. SendGrid was founded by developers who were frustrated with their own experiences in managing email delivery. They wanted to build a system ‘‘that just worked’’ for developers and allowed them to focus on strategic business activities. They developed a robust technology platform incorporating their domain expertise and created an application programming interface, or API, that allowed for easy integration by businesses. We built our business

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